SEC proposal: Semiannual reporting implications

HOT TOPIC | May 2026

Learn about the SEC’s proposal for semiannual reporting and key considerations for periodic reporting, financial reporting oversight and disclosures.

Download PDF

Entity-wide impact

The ability to report semiannually could have broad implications for financial reporting, governance and oversight, investor communications, and capital markets readiness. Reporting companies should be thoughtful when evaluating how a change in reporting frequency could affect the availability and comparability of interim information, the needs of investors, analysts and other key stakeholders, as well as the accessibility and requirements to access to the capital markets. We’ve prepared a briefing to help management and board members understand the proposal, key areas for oversight, and matters to monitor as the rulemaking process progresses.

Read our briefing

The Securities and Exchange Commission (SEC) has proposed amendments to its periodic reporting framework that would allow domestic reporting companies to report on a semiannual basis as an alternative to quarterly reporting on Form 10-Q. The proposal introduces amendments for semiannual reporting, including a new Form 10-S, and outlines various ongoing reporting considerations.

This page summarizes the proposal, provides background on its development, and highlights key financial reporting and disclosure considerations for reporting companies evaluating their reporting frequency. Scroll down to explore the questions companies may consider as they assess potential impacts and implementation considerations.

Applicability

SEC Release Nos. 33-11414; 34‑105368; 39-3563; IC-36140
File No. S7‑2026‑15

This information applies to Securities Exchange Act of 1934 (Exchange Act or 1934 Act) reporting companies subject to Sections 13(a) or 15(d) that currently satisfy interim reporting obligations on Form 10‑Q. It additionally impacts new registrants seeking to access the capital markets through IPOs.

Relevant dates

The SEC seeks feedback from all stakeholders on the proposal, including potential effects on comparability, capital formation and operational implementation. Comments are due by July 7, 2026.

Stakeholder action

Reporting companies are encouraged to consider sending comments to the SEC during the comment period. Stakeholders should also begin to consider whether a different reporting frequency may be the correct approach for their circumstances.

Proposal highlights

The SEC proposed amendments to its periodic reporting requirements that would introduce optional semiannual interim reporting for domestic reporting companies. Under the proposal, reporting companies subject to reporting obligations under Section 13(a) or 15(d) of the Exchange Act would be permitted to report interim information on a semiannual basis on a new Form 10-S as an alternative to quarterly reporting on Form 10-Q. The SEC concurrently proposed amendments to financial statement requirements in Regulation S-X to accommodate the new semiannual option and to simplify rules related to age of financial statements.

Optional semiannual reporting: Reporting companies that elect semiannual reporting would be required to file one interim periodic report in connection with the end of their six-month fiscal period end. Quarterly reporting would remain available for reporting companies that prefer to maintain their existing interim reporting frequency.

New Form 10-S: Reporting companies that elect semiannual reporting would be required to use Form 10-S. The form would include the same narrative disclosures and financial information, with a different period required, as a Form 10-Q. The filing deadline for Form 10-S would be 40 or 45 days after the semiannual period, depending on filer status.

Check box election: The proposal would add a check box to Form 10-K and applicable registration statements for reporting companies to elect an interim reporting frequency. Reporting companies would be required to elect an unalterable interim reporting frequency for the next fiscal year in each Form 10-K.

Age of financial statements: The proposal formally defines ‘quarterly filers’ and ‘semiannual filers’ and streamlines the age of financial statement requirements for registration statements to align with interim reporting optionality.

Transition reports and other conforming amendments: The proposal makes conforming changes to a variety of regulations, including transition reports for companies making a change in their fiscal year-ends.

Regulatory context and background

Domestic reporting companies subject to the 1934 Act are generally required to file quarterly reports on Form 10‑Q.

Over time, some reporting companies and other market participants have raised questions regarding whether mandatory quarterly reporting continues to appropriately balance investor information needs with reporting costs, operational demands, and potential market effects.

These concerns were formally raised in December 2018, when the SEC issued a request for public comment on the nature, timing, and frequency of periodic reporting and earnings releases. While the Commission did not advance rulemaking at that time, the feedback received during that process informed subsequent consideration of interim reporting frequency. Against this backdrop, the SEC proposed an optional semiannual reporting framework for eligible domestic reporting companies, while retaining quarterly reporting as an option and preserving existing investor protection mechanisms.

Optional semiannual interim reporting

The SEC’s proposal significantly amends the quarterly reporting framework under Rules 13a-13 and 15d-13 and the related Form 10-Q requirements by introducing an optional semiannual reporting frequency for domestic reporting companies. Under Rules 13a-13 and 15d-13 of the 1934 Act, public companies are currently required to file quarterly reports using Form 10‑Q, which provide detailed financial and operational information.

Under the proposal, reporting companies would be permitted to elect to satisfy their interim periodic reporting obligations by filing a semiannual report on new Form 10‑S. As a result, a reporting company making such an election would file one interim periodic report and one annual report per fiscal year, rather than three quarterly interim reports and one annual report.

Other than the length of the interim reporting period, the proposal would not materially change existing interim reporting requirements. Reporting companies would continue to be required to provide financial statements prepared in accordance with U.S. GAAP, reviewed by independent accountants in accordance with PCAOB AS 4105, and subject to filing deadlines that align with existing Form 10‑Q requirements based on filer status. The current disclosure and certifications requirements for disclosure controls and procedures, as well as for internal control over financial reporting, would apply to proposed Form 10-S as they currently do to Form 10-Q. The primary differences under the proposal relate to the periods covered, as well as conforming amendments to certain Regulation S‑X requirements and transition report rules. Additionally, reporting on Form 8-K would remain unaltered.

Electing semiannual reporting and Form 10-S filing requirements

Form 10-K

As proposed, a check box would be added to the cover page of Form 10-K for reporting companies to select, on an annual basis, their determination of interim reporting frequency. By selecting the check box, a reporting company would elect to file semiannual interim reports. By leaving the check box blank, the reporting company would default into the existing quarterly interim reporting freqency. Once an interim reporting frequency is elected, that interim reporting would be required for the remainder of that fiscal year. Reporting companies would have the option to switch interim reporting frequency each fiscal year when filing a Form 10-K.

Registration statements

The proposal would also add a similar check box to the cover pages of registration statements under both the 1933 and 1934 Acts (e.g., Forms S-1, S-3, S-4, S-11 and Form 10). For reporting companies, the election made on a registration statement would need to mirror that which is elected in the reporting company’s Form 10-K for the prior fiscal year.

This election would be determinative for companies conducting initial public offerings, such as those on Form S-1. The initial election would determine what financial statements are required in the registration statement and subsequent to effectiveness.

Reporting companies that elect a semiannual reporting frequency would satisfy their interim periodic reporting obligations by filing a Form 10‑S for the first semiannual interim fiscal period, while its second semiannual fiscal period would be subsumed in its annual financial statements filed on Form 10-K.

Annual reporting requirements on Form 10‑K would remain unchanged, as would reporting obligations for reporting companies opting to retain a quarterly reporting frequency on Form 10-Q.

Switching between reporting frequency

A registrant that has elected to become a semiannual filer by checking the box on Form 10‑K may switch that election and resume quarterly reporting on Form 10‑Q, effective beginning with the first interim reporting period of the next fiscal year.

In cases where a semiannual filer switches back to a quarterly filer in a subsequent year, it would need to take additional steps to prepare the comparable prior quarters’ financial statements for purposes of each Form 10-Q to be filed. Reporting companies would also need to have an independent accountant review completed for those comparable quarterly periods from the prior fiscal year.

These additional steps would not be necessary for a quarterly filer that subsequently elects to become a semiannual filer. They may use year-to-date financial information reported on the second quarter Form 10-Q of the previous fiscal year to satisfy the comparative presentation requirements, subject to any adjustments necessary to conform to the semiannual reporting form, on Form 10-S.

If a reporting company makes an error in its election, they may amend their Form 10-K but must do so by a due date. The due date for each fiscal year’s election is the applicable filing deadline of the reporting company’s first quarter Form 10-Q. Thereafter, the election is considered irrevocable until the filing of the next Form 10-K.

Electing to change fiscal year-ends

To the extent a reporting company elects to change its fiscal year-end, the proposal would also amend Rules 13a-10 and 15d-10, which currently govern requirements for transition reports upon a change in fiscal year, to incorporate the semiannual reporting option, and which mirrors the rules currently existing for quarterly filers.

Interaction with Form 8-K and transitions

The proposal contemplates that Form 10‑S would neither replace nor reduce reporting companies’ obligations to provide timely disclosure of material events. Existing current reporting requirements on Form 8‑K would remain unchanged, and reporting companies electing semiannual reporting would continue to be required to disclose material information on a timely basis outside of the Form 10‑S . The SEC notes that earnings releases and other interim communications may continue to play an important role in the interim information environment, particularly given the longer intervals between periodic filings.

Impact to filing deadlines

The proposal establishes specific filing deadlines for Form 10‑S that align conceptually with existing Form 10‑Q deadlines, based on filer status. That is, the filing deadline for Form 10-S would be 40 or 45 days, depending on the reporting company’s filing status, after the fiscal year’s first semiannual period end. That is consistent with the second fiscal quarter end filing deadline of Form 10-Q. Annual reporting on Form 10‑K would remain unchanged, including its filing deadlines.

Amendments to Regulation S-X, capital formation and offering considerations

The proposal amends Regulation S-X to incorporate semiannual reporting and to simplify the rules with respect to the age of financial statements. In current practice, offering processes often depend on timely interim financial information. Underwriter diligence and related auditor procedures are frequently calibrated to a quarterly reporting cycle. Per the proposal, Rule 3-12 would be eliminated, and Rule 3-01 would consolidate many of the considerations that currently reside within Rule 3-12. Rule 3-01 would be amended and reorganized to change the staleness rules governing financial statements to provide that:

year-end financial statements go stale either when interim financial statements are filed or are due to be filed; and
interim financial statements go stale upon the filing of the next fiscal period’s financial statements (Form 10-Q or 10-K) or on the fiscal period’s filing due date.

Exceptions to the staleness rules would remain for IPOs, loss corporations and delinquent filers, and they would be the same as what is in effect today.

Corresponding amendments were also proposed to Exchange Act Rules 13a‑13 and 15d‑13 to align the filing and updating requirements applicable to quarterly and semiannual filers. Similar amendments were proposed for smaller reporting companies. Reporting companies that do not elect to be a semiannual filer —particularly those active in registered offerings or other financing transactions—may continue to prepare quarterly financial information and maintain quarterly closing disciplines to support transaction readiness and prevailing market expectations for interim financial updates.

Additionally, quarterly financial information is permitted to be included on Form 10-S. In this case however, a review is required to be performed over that quarterly financial information that is presented.

Impact on internal controls and financial reporting

A shift to semiannual reporting may require reporting companies to reassess the design and operation of their internal control over financial reporting (ICFR) and disclosure controls and procedures (DCPs). Although the proposal would reduce the number of required periodic filings, it would not change management’s responsibility to maintain effective controls or to disclose material information on a timely basis. While the formal filing frequency would shift, the underlying business activity, transaction volume, and risk exposure would continue to occur throughout the year, necessitating ongoing control execution and oversight. As a result, reporting companies may need to place greater emphasis on continuous control processes and real‑time monitoring throughout the fiscal year.

Key considerations for reporting companies include:

Control environment and frequency

Reporting companies may need to reassess the timing, frequency and documentation of key financial reporting process controls that were previously aligned with a quarterly close process. Controls related to estimates, accruals, manual adjustments, and management review procedures may warrant particular attention to ensure that they continue to operate effectively over a longer reporting cycle and support reliable interim and annual financial information.

Disclosure controls and interim communications

With fewer required periodic reports, companies may rely more on other disclosure mechanisms—such as earnings releases or current reports on Form 8‑K—to communicate material developments between formal reporting periods. As a result, reporting companies may need to reevaluate whether their disclosure controls sufficiently identify and evaluate information that could trigger timely disclosure obligations outside the semiannual reporting framework that would otherwise be disclosed in Item 4 of Form 10-Q, for example. Reporting companies may need to adopt processes and entity-wide coordination efforts to perform this evaluation, particularly across the finance and financial reporting, legal and investor relations functions.

Comment period

The SEC is soliciting public comment on the proposal. Comments are due by July 7, 2026.

Download our briefing:

Interim reporting briefing

Ask the right financial reporting questions

Download PDF

SEC matters

Keeping you up to date about SEC staff positions on reporting matters and proposed rulemaking that will affect registrants

Handbooks

KPMG handbooks that include discussion and analysis of significant issues for professionals in financial reporting.

Reference Library

In-depth analysis, examples and insights to give you an advantage in understanding the requirements and implications of financial reporting issues.

Timothy Brown

Partner, Dept. of Professional Practice, KPMG US

Read bio

Melissa Rocha

Partner, Dept. of Professional Practice, KPMG US

Read bio

Timothy Brown

Partner, Dept. of Professional Practice, KPMG US

Read bio

Melissa Rocha

Partner, Dept. of Professional Practice, KPMG US

Read bio

KPMG Private

Relevant Results

SEC proposal: Semiannual reporting implications

Applicability

Relevant dates

Proposal highlights

Regulatory context and background

Overview of the proposal

Optional semiannual interim reporting

Electing semiannual reporting and Form 10-S filing requirements

Switching between reporting frequency

Electing to change fiscal year-ends

Interaction with Form 8-K and transitions

Impact to filing deadlines

Amendments to Regulation S-X, capital formation and offering considerations

Impact on internal controls and financial reporting

Comment period

Download our briefing:

Explore more

Meet our team

Subscribe to stay informed

Subscribe to stay informed

Choose your subscription (select all that apply)

Accounting Research Online

Contact KPMG

Headline